THE RYLAND GROUP, INC.
This AGREEMENT is made as of this 30th day of September, 1993, between THE
RYLAND GROUP, INC., a Maryland corporation (the 'Corporation'), and ALAN P.
HOBLITZELL, JR. (the 'Executive').
The Executive has served the Corporate as Executive Vice President, Chief
Administrative Officer, and Chief Financial Officer since February, 1991. On
August 2, 1993, the Executive was named Acting Chief Operating Officer to serve
at the pleasure of the Board of Directors of the Corporation (the 'Board')
pending selection of a Chief Executive Officer. The parties wish to confirm
their arrangements regarding these matters, and in consideration of the
following covenants and representations agree as follows:
1. FULL-TIME EMPLOYMENT OF EXECUTIVE.
a. DUTIES AND STATUS.
(1) At the pleasure of the Board, the Executive shall continue to
serve as Executive Vice President, Chief Administrative Officer, and Chief
Financial Officer for the employment period as defined in paragraph 3a and the
Executive accepts such continued employment on the terms and conditions set
forth in the Agreement. In addition, the Executive shall continue to service as
Acting Chief Operating Officer at the pleasure of the Board.
(2) During the employment period, the Executive shall devote his
full time efforts to the business of the Corporation.
b. COMPENSATION AND GENERAL BENEFITS.
(1) From August 1, 1993 through December 31, 1994 the Corporation
shall pay the Executive an annual base salary of $420,000 payable periodically
based upon current corporate policy. From January 1, 1995 until June 30, 1996
the Corporation will pay the Executive a base salary commensurate with the job
that he is performing but no less than $300,000 annually. The base salary shall
be reviewed (but not necessarily increased) based on corporate policy and the
Executive's contributions to the enterprise.
(2) In addition to the salary provided by subparagraph (1) of this
paragraph b, the Corporation shall provide the benefits and perquisites
generally provided by the Corporation to officers of his rank and salary grade.
2. COMPETITION; CONFIDENTIAL INFORMATION.
The Executive and the Corporation recognize that, due to the nature of his
engagements hereunder and the relationship of the Executive to the Corporation,
the Executive will have access to, and may assist in developing, confidential
and proprietary information relating to the business and operations of the
Corporation and its affiliates. The Executive acknowledges that disclosure of
such information or its use by others could cause substantial loss to the
Corporation. The Executive and the Corporation also recognize that an important
part of the Executive's duties will be to develop good will for the Corporation
through his personal contact with others having business
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relationships with the Corporation and its affiliates, and that there is a
danger that this good will, a proprietary asset of the Corporation and its
affiliates, may follow the Executive if and when his relationship with the
Corporation is terminated. The Executive accordingly agrees as follows:
a. NON-COMPETITION. During the employment period, as defined in Section
3a, the Executive will not, directly or indirectly, either individually or as
owner, partner, agent, employee, consultant or otherwise, except for the account
of and on behalf of the Corporation or its affiliates, engage in any activity
competitive with the business of the Corporation or its affiliates, interfere
with the Corporation's business or relations with its employees, customers or
accounts, nor will he, in competition with the Corporation or its affiliates,
solicit or otherwise attempt to establish any business relationships with any
person, firm or corporation which was, at any time during the employment period,
a customer or supplier of the Corporation. However, nothing in this Section 2
shall be construed to prevent the Executive from owning, as an investment, not
more than 5% of a class of equity securities issued by any competitor of the
Corporation and publicly traded and registered under Section 12 of the
Securities Exchange Act of 1934.
b. CONFIDENTIAL INFORMATION. During and at all times after the expiration
of the employment period, the Executive (1) will not disclose any trade secrets,
customer lists, production processes, or other information that is treated as
confidential or proprietary by the Corporation or its affiliates and that is now
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known to him or that hereafter may become known to him as a result of his
employment or association with the Corporation and (2) will not at any time,
directly or indirectly, disclose any such information to any person, firm,
partnership, corporation or other entity, or use, reproduce, copy or disclose
the same in any way other than in connection with the business of the
Corporation or its affiliates.
c. CORPORATION'S REMEDIES FOR BREACH. It is recognized that damages in
the event of breach of this Section 2 by the Executive would be difficult, if
not impossible, to ascertain, and its is, therefore, agreed that the
Corporation, in addition to and without limiting any other remedy or right it
may have, shall have the right to an injunction or other equitable relief in any
court of competent jurisdiction, enjoying any such breach. The existence of
this right shall not preclude any other rights and remedies at law or in equity
that the Corporation may have.
3. EMPLOYMENT PERIOD.
a. DURATION. The employment period shall continue until June 30, 1996
unless this Agreement is previously terminated by (1) the death or substantially
total disability of the Executive, (2) mutual agreement, (3) action of the
Corporation for justifiable cause as provided in paragraph 3b, (4) action of the
Corporation or notice by the Executive as provided in paragraph 3c, or (5) the
voluntary resignation of the Executive upon 30 days prior written notice.
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b. PERFORMANCE AND TERMINATION - EMPLOYMENT PERIOD. Subject to the
performance of the covenants and agreements made by the Corporation herein, the
Executive will perform his duties during the employment period in good faith and
will observe faithfully the covenants and agreements made by him herein. The
Corporation shall not terminate the employment of the Executive during the
employment period except for substantial and serious cause involving dishonesty,
violation of any Corporation rule, regulation, or policy, gross negligence,
failure or inability of the Executive to perform his duties hereunder, or breach
of express obligations of this Agreement. The termination of the Executive's
employment for reasons other than those specified in the preceding sentence
shall be deemed to be a termination of employment without justifiable cause.
After such termination without cause, the Executive shall be immediately
entitled to the severance pay and benefits provided in Section 3c of this
Agreement. A 'material breach of express obligations of this Agreement' by the
Executive shall not be deemed to have occurred hereunder unless written notice
thereof shall have been given by the Corporation to the Executive and the
Executive shall have failed to cure such breach or default within 30 days after
he received the notice.
c. EXECUTIVE'S REMEDIES FOR BREACH.
(1) This Agreement shall be immediately terminated without further
notice if the Corporation terminates the employment of the Executive without
justifiable cause. This Agreement may also be terminated upon written notice
from the Executive to the
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Chairman of the Board if: (i) the Corporation shall fail to observe or perform
any covenant to be observed or performed by the Corporation, or (ii) the
Corporation shall materially change the Executive's duties so that he is no
longer performing the functions of Executive Vice President, Chief
Administrative Officer, or (iii) the Corporation shall otherwise materially
breach this Agreement.
(2) If this Agreement is terminated for any reason identified in this
subsection, all rights, duties and obligations of both parties shall cease
except that the provisions of Section 2b of this Agreement shall remain in force
and except that the Corporation shall be obligated to (i) provide severance pay
to the Executive in an amount equal to his base salary through June 30, 1996
payable, at the option of the Executive, in a lump sum or in installments over a
period of time to be designated by the Executive, and (ii) continue all insured
benefits for the Executive and his dependents for a period of one year or until
the Executive obtains substantially equivalent employment, whichever occurs
first, but in no event beyond June 30, 1996. The parties agree that, because
there can be no exact measure of the damage which would occur to the Executive
as a result of a breach by the Corporation, the payments and benefits shall be
deemed to constitute liquidated damages and not a penalty for the Corporation's
breach, and the Corporation agrees that the Executive shall not be required to
mitigate his damages. However, in the event the Executive does mitigate his
damages, the amount of such
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mitigation shall reduce the amount of payments and benefits receivable by the
Executive pursuant to this Agreement.
The waiver by the Corporation of a breach by the Executive of any provision
of this Agreement shall not operate or be constructed as a waiver of any
subsequent breach by him.
5. BINDING EFFECT.
The rights and obligations of the Corporation under this Agreement shall
inure to the benefit of and shall be binding upon the successors and assigns of
6. ENTIRE AGREEMENT.
Except as otherwise herein provided, this Agreement constitutes the entire
understanding of the Executive and the Corporation with respect to the subject
matter hereof and supersedes any and all prior understandings, written or oral.
This Agreement may not be changed or canceled orally, but only by an instrument
in writing signed by the parties. This Agreement shall be governed by the laws
of the State of Maryland and the invalidity or unenforceability of any
provisions hereof shall in no way affect the validity or enforceability of any
IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as
of the date first above written.
ATTEST: THE RYLAND GROUP, INC.
/s/ Veronica Gambel By: /s/ Andre Brewster
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Andre Brewster, Chairman
/s/ Robert M. Paul /s/ Alan P. Hoblitzell, Jr. (SEAL)
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Alan P. Hoblitzell, Jr.
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